Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
walker jack jonas
  2. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [AERO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1270 OLD TALE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2009
(Street)

BOULDER, CO 80303
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $ 0.2 06/30/2009   P   3,225   06/30/2009   (1) Common Stock 16,125,000 $ 1,000 3,225 D  
Series A Preferred Stock $ 0.2 06/30/2009   P   325   06/30/2009   (1) Common Stock 1,625,000 $ 1,000 3,550 I Owned by trust (2)
Series A Preferred Stock $ 0.2 06/30/2009   P   100   06/30/2009   (1) Common Stock 500,000 $ 1,000 3,650 I Owned by company (3)
Series A Preferred Warrants $ 1,250 06/30/2009   P   1,612   06/30/2009 06/30/2014 Series A Preferred Stock 1,612 (5) $ 0 (4) 1,612 D  
Series A Preferred Warrants $ 1,250 06/30/2009   P   162   06/30/2009 06/30/2014 Series A Preferred Stock 162 (6) $ 0 (4) 1,774 I Owned by trust (2)
Series A Preferred Warrants $ 1,250 06/30/2009   P   50   06/30/2009 06/30/2014 Series A Preferred Stock 50 (7) $ 0 (4) 1,824 I Owned by company (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
walker jack jonas
1270 OLD TALE ROAD
BOULDER, CO 80303
  X   X    

Signatures

 Lissie Stagg, Attorney in Fact   07/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series A Preferred Stock does not have an expiration date.
(2) Held by the M & J Walker Charitable Remainder Trust, of which Mr. Walker is a controlling person.
(3) Held by March Trade & Finance, Inc., which is wholly owned by the Jack J. Walker Irrevocable Trust, of which Mr. Walker is a controlling person. Mr. Walker is not the beneficiary of the trust and the trust is not a grantor trust.
(4) The Series A Preferred Warrants were included in the price of the Series A Preferred Stock.
(5) The 1,612 shares of Series A Preferred Stock are convertible into 8,060,000 shares of common stock.
(6) The 162 shares of Series A Preferred Stock are convertible into 810,000 shares of common stock.
(7) The 50 shares of Series A Preferred Stock are convertible into 250,000 shares of common stock.

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